Pandit will forfeit about $24 million in awards, according to a person with direct knowledge of the situation. Havens will give up about $19 million, said the person, who declined to be identified because the figures aren't public.
Pandit and Havens will get about 40 percent of their 2012 awards in "immediately available cash," according to the filing. They will get the rest in four annual payments starting in 2014. Directors can cancel undelivered payments if they find that the former executives were responsible for a "material adverse outcome for Citigroup," the bank said.
Neither Pandit nor Havens can work for a group of Citigroup's rival firm for the next 12 months, including Goldman Sachs Group Inc. (GS), Morgan Stanley, JPMorgan Chase & Co. and Bank of America Corp., the filing shows.
They are also barred for a year from working for Citi Capital Advisors, or CCA, the Citigroup unit that contains the bank's private equity and hedge funds, according to the filing. The lender agreed to move a group of CCA hedge funds to an entity controlled by bank managers in a deal reached before Pandit and Havens left.
Pandit declined to comment through a Citigroup spokesman, Edward Skyler. Havens couldn't be reached for comment when called at home yesterday.
Pandit's exit agreement doesn't include the use of a Citigroup office, unlike the deal offered to his predecessor Prince, who was also given a $10.4 million "separation award," according to a 2008 regulatory filing.
Sanford I. "Sandy" Weill, who helped to create Citigroup through the 1998 merger of Travelers Group Inc. and Citicorp, received a 10-year consulting contract with the bank, including the use of an office, car, driver and company aircraft, which he later gave up. John Reed, another of Pandit's predecessors, who resigned as co-CEO in 2000, is entitled to the use of an office and secretary for as long as he wants.
"Vikram and John made significant contributions to Citi during their five years of service," O'Neill said. "We remain grateful for their contributions and wish them well."